Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the registrant [X]
Filed by a party other than the registrant[ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FirstBank NW Corp.
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(Name of Registrant as Specified in Its Charter)
FirstBank NW Corp.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE>
[Letterhead of FirstBank NW Corp.]
June 13, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
FirstBank NW Corp. The meeting will be held at the Quality Inn, 700 Port
Drive, Clarkston, Washington, on Wednesday, July 19, 2000, at 2:00 p.m., local
time. The Company is the holding company for FirstBank Northwest.
The Notice of Annual Meeting of Stockholders and Proxy Statement
appearing on the following pages describe the formal business to be transacted
at the meeting. During the meeting, we will also report on the operations of
the Company. Directors and officers of the Company, as well as a
representative of BDO Seidman, LLP, the Company's independent auditors, will
be present to respond to appropriate questions of stockholders.
It is important that your shares be represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete
and mail the enclosed proxy card. If you attend the meeting, you may vote in
person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Clyde E. Conklin
Clyde E. Conklin
President and Chief Executive Officer
<PAGE>
FIRSTBANK NW CORP.
920 MAIN STREET
LEWISTON, IDAHO 83501
(208) 746-9610
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 19, 2000
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
FirstBank NW Corp. ("Company") will be held at the Quality Inn, 700 Port
Drive, Clarkston, Washington, on Wednesday, July 19, 2000, at 2:00 p.m., local
time, for the following purposes:
(1) To elect three directors to serve for a term of three years;
(2) To approve the appointment of BDO Seidman, LLP as the Company's
independent auditors for the fiscal year ending March 31, 2001; and
(3) To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Any action may be taken on the foregoing proposals at the meeting on the
date specified above or on any date or dates to which, by original or later
adjournment, the meeting may be adjourned. Stockholders of record at the
close of business on May 31, 2000 are entitled to notice of and to vote at the
meeting and any adjournments or postponements thereof.
Please complete and sign the enclosed form of proxy, which is solicited
by the Board of Directors, and mail it promptly in the enclosed envelope. The
proxy will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Larry K. Moxley
LARRY K. MOXLEY
Secretary
Lewiston, Idaho
June 13, 2000
IMPORTANT: The prompt return of proxies will save the Company the expense of
further requests for proxies in order to ensure a quorum. A self-addressed
envelope is enclosed for your convenience. No postage is required if mailed
in the United States.
<PAGE>
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PROXY STATEMENT
OF
FIRSTBANK NW CORP.
920 MAIN STREET
LEWISTON, IDAHO 83501
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ANNUAL MEETING OF STOCKHOLDERS
JULY 19, 2000
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of FirstBank NW Corp. ("Company"), the
holding company for FirstBank Northwest ("Bank"), to be used at the Annual
Meeting of Stockholders ("Annual Meeting") of the Company. The Annual Meeting
will be held at the Quality Inn, 700 Port Drive, Clarkston, Washington, on
Wednesday, July 19, 2000, at 2:00 p.m., local time. This Proxy Statement and
the enclosed proxy card are being first mailed to stockholders on or about
June 13, 2000.
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VOTING AND PROXY PROCEDURE
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Stockholders Entitled to Vote. Stockholders of record as of the close of
business on May 31, 2000 are entitled to one vote for each share of common
stock ("Common Stock") of the Company then held. As of May 31, 2000, the
Company had 1,616,633 shares of Common Stock issued and outstanding.
Quorum. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting. Abstentions will be
counted as shares present and entitled to vote at the Annual Meeting for
purposes of determining the existence of a quorum. Broker non-votes will be
considered shares present and will be included in determining whether a quorum
is present.
Voting. The Board of Directors solicits proxies so that each stockholder
has the opportunity to vote on the proposals to be considered at the Annual
Meeting. When a proxy card is returned properly signed and dated the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. If a stockholder of record attends the Annual Meeting, he or she
may vote by ballot. Where no instructions are indicated, proxies will be
voted in accordance with the recommendations of the Board of Directors. The
Board recommends a vote:
-- FOR the election of the nominees for director; and
-- FOR the approval of BDO Seidman, LLP as the Company's independent
auditors for the fiscal year ending March 31, 2001.
The affirmative vote of a plurality of the votes cast at the Annual
Meeting is required for the election of directors. Stockholders are not
permitted to cumulate their votes for the election of directors. With respect
to the election of directors, votes may be cast for or withheld from the
nominee. Votes that are withheld and broker non-votes will have no effect on
the outcome of the election because the nominee receiving the greatest number
of votes will be elected. The approval of the appointment of BDO Seidman, LLP
as the Company's independent auditors for the fiscal year ending March 31,
2001 requires the affirmative vote of a majority of the outstanding shares of
the Company's Common Stock present in person or by proxy and entitled to vote
at the Annual Meeting. Abstentions are not affirmative votes and, therefore,
will have the same effect as a vote against the proposal and broker non-votes
will be disregarded and will have no effect on the outcome of the vote.
<PAGE>
Revocation of a Proxy. Stockholders who execute proxies retain the right
to revoke them at any time before they are voted. Proxies may be revoked by
written notice delivered in person or mailed to the Secretary of the Company
or by filing a later proxy prior to a vote being taken on a particular
proposal at the Annual Meeting. Attendance at the Annual Meeting will not
automatically revoke a proxy, but a stockholder in attendance may request a
ballot and vote in person, thereby revoking a prior granted proxy.
Participants in the Bank's ESOP or 401(k) Profit Sharing Plan. If you
are a participant in the FirstBank Northwest Employee Stock Ownership Plan
(the "ESOP") or if you hold shares through the Bank's 401(k) Profit Sharing
Plan, the proxy card represents a voting instruction to the trustees as to the
number of shares in your plan account. Each participant in the ESOP and
401(k) Profit Sharing Plan may direct the trustees as to the manner in which
shares of Common Stock allocated to the participant's plan account are to be
voted. Unallocated shares of Common Stock held by the ESOP and allocated
shares for which no voting instructions are received will be voted by the
trustees in their sole discretion.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Persons and groups who beneficially own in excess of 5% of the Company's
Common Stock are required to file certain reports with the Securities and
Exchange Commission ("SEC") and provide a copy to the Company, disclosing such
ownership pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"). Based on such reports, the following table sets forth, as
of May 31, 2000, certain information as to those persons who were beneficial
owners of more than 5% of the outstanding shares of Common Stock. Management
knows of no persons other than those set forth below who beneficially owned
more than 5% of the outstanding shares of Common Stock at May 31, 2000.
Number of Shares Percent of Shares
Beneficial Owners of More Than 5% Beneficially Owned Outstanding
--------------------------------- ------------------ -----------------
Westport Asset Management, Inc.
253 Riverside Avenue
Westport, Connecticut 06880 173,200(1) 10.71%
FirstBank Northwest 158,700 9.82
Employee Stock Ownership Plan Trust
-------------
(1) Information concerning the shares owned by Westport Asset Management,
Inc. was obtained from an amendment to Schedule 13G dated February 16,
2000. According to this filing, Westport Asset Management, Inc. has
sole voting power with respect to 103,200 shares and shared
dispositive power with respect to 173,200 shares.
2
<PAGE>
The following table sets forth, as of May 31, 2000, information as to the
shares of Common Stock beneficially owned by each director, by the executive
officers named in the summary compensation table below and by all executive
officers and directors of the Company as a group.
Number of Shares Percent of Shares
Name Beneficially Owned (1) Outstanding
---- ---------------------- -----------------
Robert S. Coleman, Sr. 25,500 1.57%
Clyde E. Conklin 45,873 2.84
Steve R. Cox 29,500 1.02
W. Dean Jurgens 18,300 1.13
William J. Larson 9,820 *
James N. Marker 7,551 *
Larry K. Moxley 53,893 3.33
All Executive Officers and
Directors as a Group (10 persons) 233,894 14.22
---------------
* Less than 1% of shares outstanding.
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has voting or investment power with respect to
such security. The table includes shares owned by spouses, other
immediate family members in trust, shares held in retirement accounts or
funds for the benefit of the named individuals, and other forms of
ownership, over which shares the persons named in the table may possess
voting and/or investment power. Shares held in accounts under the Bank's
ESOP, as to which the holders have voting power but not investment power,
are included as follows: Mr. Conklin, 1,949 shares; Mr. Moxley, 1,933
shares; all executive officers and directors as a group, 6,157 shares.
On April 6, 2000, the Company filed Articles of Correction to its
Articles of Incorporation with the Office of the Secretary of State of the
State of Washington to correct typographical errors that occurred in
connection with the reorganization of the Company from a Delaware corporation
to a Washington corporation. The reorganization was approved by stockholders
on July 21, 1999 and the Company's Articles of Incorporation were filed on
August 20, 1999 with the Corporations Division of the Office of the Secretary
of State of the State of Washington.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
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The Company's Board of Directors consists of seven members. The Board of
Directors is divided into three classes with three-year staggered terms, with
approximately one-third of the directors elected each year. Three directors
will be elected at the Annual Meeting to serve for a three-year term, or until
their successors have been elected and qualified. The nominees for election
this year are W. Dean Jurgens, Clyde E. Conklin and Steve R. Cox. Messrs.
Jurgens, Conklin and Cox are current members of the Board of Directors of the
Company and the Bank.
It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the above named nominees. If a nominee is unable
to serve, the shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may recommend. At this
time the Board of Directors knows of no reason why any nominee might be unable
to serve.
The Board of Directors recommends a vote "FOR" the election of Messrs.
Jurgens, Conklin and Cox.
The following table sets forth certain information regarding the nominees
for election at the Annual Meeting, as well as information regarding those
directors continuing in office after the Annual Meeting.
3
<PAGE>
Year First
Elected Term to
Name Age (1) Director (2) Expire
---- ------- ------------ ------
BOARD NOMINEES
W. Dean Jurgens 68 1969 2003(3)
Clyde E. Conklin 49 1997 2003(3)
Steve R. Cox 53 1986 2003(3)
DIRECTORS CONTINUING IN OFFICE
William J. Larson 69 1973 2001
Larry K. Moxley 49 1997 2001
James N. Marker 63 1974 2002
Robert S. Coleman, Sr. 72 1978 2002
-------------
(1) As of March 31, 2000.
(2) Includes prior service on the Board of Directors of the Bank.
(3) Assuming the individual is re-elected.
The present principal occupation and other business experience during the
last five years of the nominee for election and each director continuing in
office is set forth below:
W. Dean Jurgens, a retired certified public accountant, is former
President and co-owner of Jurgens & Co., P.A.
Clyde E. Conklin, who joined the Bank in 1987, has served as the Chief
Executive Officer of the Bank since February 1996 and as President and Chief
Executive Officer of the Company since its formation in 1997. From September
1994 to February 1996, Mr. Conklin served as Senior Vice President - Lending.
In 1993, Mr. Conklin became Vice President - Lending. Prior to that time, Mr.
Conklin served as Agricultural Lending Manager.
Steve R. Cox is the President and a stockholder of Randall, Blake & Cox,
P.A., a law firm in Lewiston, Idaho, and is a non-practicing certified public
accountant.
William J. Larson is a partner in the Quality Inn and Convention Center
in Clarkston, Washington and other various real estate development projects.
Prior to 1993, he was a partner in Houser & Son, Inc., a livestock and farming
operation.
Larry K. Moxley, who joined the Bank in 1973, currently serves as Chief
Financial Officer of the Bank, which position he has held since February 1996.
Mr. Moxley has served as Executive Vice President, Chief Financial Officer
and Secretary of the Company since its formation in 1997. Mr. Moxley served
as Senior Vice President - Finance from 1993 to February 1996 and as Vice
President - Finance from 1984 to 1993.
James N. Marker is general manager and part owner of Idaho Truck Sales
Co., Inc., a heavy duty truck dealership.
Robert S. Coleman, Sr., a retired businessman, is the former President
and co-owner of Coleman Oil Co., a petroleum distributor.
4
<PAGE>
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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The Boards of Directors of the Company and the Bank conduct their
business through meetings of the Boards and through their committees. During
the year ended March 31, 2000, the Board of Directors of the Company held 11
meetings and the Board of Directors of the Bank held 20 meetings. No director
of the Company or the Bank attended fewer than 75% of the total meetings of
the Boards and committees on which such person served during this period.
The Audit Committee, consisting of Directors Cox, Jurgens and Zenner,
meets with the Bank's outside auditors to discuss the results of the annual
audit and to identify and assign audit duties. The Audit Committee met two
times during the fiscal year ended March 31, 2000.
The Executive Committee, consisting of Directors Cox, Jurgens, Coleman,
Conklin and Moxley, is responsible for specific orders of business for the
Bank that requires expedient action. The Executive Committee did not meet
during the fiscal year ended March 31, 2000.
The Personnel Committee, consisting of the entire Bank's Board of
Directors, is responsible for determining compensation for all employees. The
Personnel Committee met once during the fiscal year ended March 31, 2000.
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DIRECTORS' COMPENSATION
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Non-employee directors currently receive an annual retainer of $10,600.
The Chairman of the Board receives an additional $6,000 annually. Directors
of the Company who are also employees receive an annual retainer of $8,480.
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EXECUTIVE COMPENSATION
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Summary Compensation Table
The following information is furnished for the Chief Executive Officer
and the Chief Financial Officer of the Company. No other executive officer of
the Company or the Bank received salary and bonus in excess of $100,000 during
the year ended March 31, 2000.
<TABLE>
Long-term Compensation
Annual Compensation Awards
------------------- ----------------------
Restricted Number All
Name and Stock of Other Annual Other
Position Year Salary($) Bonus Awards($) Options(1) Compensation(2) Compensation($)
-------- ---- -------- ----- -------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Clyde E. Conklin 2000 $93,000 $59,055 $ -- -- $8,480 $10,222(3)
President and 1999 93,719 49,280 249,798 24,000 8,480 12,556
Chief Executive 1998 89,570 44,000 -- -- 6,360 7,246
Officer
Larry K. Moxley 2000 $90,000 $66,150 $ -- -- $8,480 $10,222(3)
Executive Vice 1999 90,000 47,600 249,798 24,000 8,480 12,556
President and 1998 87,290 42,500 -- -- 6,360 7,022
Chief Financial
Officer
--------------
(1) Represents the value of restricted stock awards at September 4, 1998, the date of grant, pursuant to
the MRDP. Dividends are paid on such awards if and when declared and paid by the Company on the
Common Stock.
5
</TABLE>
<PAGE>
(2) Consists of directors fees. Does not include perquisites which did not
exceed the lesser of $50,000 or 10% of salary and bonus.
(3) Amounts reflect: for Mr. Conklin, ESOP contribution of $10,222; for Mr.
Moxley, ESOP contribution of $10,222.
Option Grants in Last Fiscal Year. There were no grants made during the
fiscal year ended March 31, 2000.
Option Exercise/Value Table. The following information with respect to
options exercised during the fiscal year ended March 31, 2000, and remaining
unexercised at the end of the fiscal year, is presented for the Chief
Executive Officer and the Chief Financial Officer.
<TABLE>
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares at Fiscal Year End(#) at Fiscal Year End($)
Acquired on Value -------------------------- --------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Clyde E. Conklin -- -- 4,800 19,200 -- --
Larry K. Moxley -- -- 4,800 19,200 -- --
--------------
(1) The exercise price on the option grant date was $15.81. The market price of the Common Stock at May
31, 2000 was $10.25. Options are in the money only if the market value of the shares covered by the
options is greater than the option exercise price.
</TABLE>
Employment Agreements
On July 1, 1997, the Company and the Bank (collectively, the "Employers")
entered into three-year employment agreements with Mr. Conklin and Mr. Moxley.
The base salary under the agreements for Messrs. Conklin and Moxley are
currently $93,000 and $90,000, respectively, which amounts are paid by the
Bank and may be increased at the discretion of the Board of Directors or an
authorized committee of the Board. On each anniversary of the commencement
date of the agreements, the term of the agreements may be extended for an
additional year. The agreements are terminable by the Employers at any time,
or by the executive if he is assigned duties inconsistent with his initial
position, duties, responsibilities and status, or upon the occurrence of
certain events specified by federal regulations. In the event that an
executive's employment is terminated without cause or upon the executive's
voluntary termination following the occurrence of an event described in the
preceding sentence, the Bank would be required to honor the terms of the
agreement for a period of one year, including payment of current cash
compensation and continuation of employee benefits.
The employment agreements provide for severance payments and other
benefits in the event of involuntary termination of employment in connection
with any change in control of the Employers. Severance payments also will be
provided on a similar basis in connection with a voluntary termination of
employment where, subsequent to a change in control, the executive is assigned
duties inconsistent with his position, duties, responsibilities and status
immediately prior to such change in control. The term "change in control" is
defined in the agreements as having occurred when, among other things, (a) a
person other than the Company purchases shares of Common Stock pursuant to a
tender or exchange offer for such shares, (b) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities, (c) the membership of the Board of Directors changes
as the result of a contested election, or (d) stockholders of the Company
approve a merger, consolidation, sale or disposition of all or substantially
all of the Company's assets, or a plan of partial or complete liquidation.
The severance payment from the Employers will equal three times the
executive's average annual compensation during the five-year period preceding
the change in control. Such amount will be paid in a lump sum within ten
business
6
<PAGE>
days following the termination of employment. Assuming that a change in
control had occurred at March 31, 2000, Mr. Conklin and Mr. Moxley would be
entitled to severance payments of approximately $418,750 and $462,048,
respectively. Section 280G of the Internal Revenue Code of 1986, as amended,
states that severance payments which equal or exceed three times the base
compensation of the individual for the most recently completed five taxable
years are deemed to be "excess parachute payments" if they are contingent upon
a change in control. Individuals receiving excess parachute payments are
subject to a 20% excise tax on the amount of such excess payments, and the
Employers would not be entitled to deduct the amount of such excess payments.
The agreements restrict the executive's right to compete against the
Employers for a period of one year from the date of termination of the
agreement if the executive voluntarily terminates employment, except in the
event of a change in control.
Salary Continuation Agreements
The Bank has entered into salary continuation agreements with Mr. Conklin
and Mr. Moxley as an incentive to ensure their continued employment with the
Bank and to provide an additional source of retirement income. Under the
agreements, Messrs. Conklin and Moxley would receive lifetime benefits of
$4,583 and $4,375 per month, respectively, upon retirement at or after
attaining age 60. The monthly benefit would be reduced proportionately in
accordance with a specified vesting schedule in the event of termination of
employment prior to age 60. The agreements also provide for payment of a
reduced benefit in the event of disability and a lump sum death benefit in the
event of death while employed by the Bank. In the event of a change in
control of the Bank, the agreements provide that the executive would be
entitled to a lump sum payment based on his vested benefit when the change in
control occurred. The Bank has purchased life insurance on Messrs. Conklin
and Moxley to informally fund the Bank's obligations under the salary
continuation agreement funded by a single premium annuity in 1995.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of any registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the SEC. Executive officers, directors and greater
than 10% stockholders are required by regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms provided to the
Company by the above referenced persons, the Company believes that, during the
fiscal year ended March 31, 2000, all transactions which were required to be
filed were filed in a timely manner.
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TRANSACTIONS WITH MANAGEMENT
------------------------------------------------------------------------------
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, except for loans made pursuant to
programs generally available to all employees, and must not involve more than
the normal risk of repayment or present other unfavorable features. The Bank
is therefore prohibited from making any new loans or extensions of credit to
the Bank's executive officers and directors and at different rates or terms
than those offered to the general public and has adopted a policy to this
effect. The aggregate amount of loans by the Bank to its executive officers
and directors was approximately $482,529 at March 31, 2000. Such loans (i)
were made in the ordinary course of business, (ii) were made on substantially
the same terms and conditions, including interest rates and collateral, as
those prevailing at the time for comparable transactions with the Bank's other
customers, and (iii) did not involve more than the normal risk of
collectibility or present other unfavorable features when made.
7
<PAGE>
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PROPOSAL II -- APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
------------------------------------------------------------------------------
BDO Seidman, LLP served as the Company's independent auditors for the
fiscal year ended March 31, 2000. The Board of Directors has appointed BDO
Seidman, LLP as independent auditors for the fiscal year ending March 31,
2001, subject to approval by stockholders. A representative of BDO Seidman,
LLP will be present at the Annual Meeting to respond to stockholders'
questions and will have the opportunity to make a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL
OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR ENDING MARCH 31, 2001.
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OTHER MATTERS
------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
Annual Meeting, it is intended that proxies in the accompanying form will be
voted in respect thereof in accordance with the judgment of the person or
persons voting the proxies.
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MISCELLANEOUS
------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Company or the Bank may solicit proxies personally or by telecopier or
telephone without additional compensation.
The Company's 2000 Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on May 31, 2000. Any stockholder who has not received a copy of such
annual report may obtain a copy by writing to the Company. The Annual Report
is not to be treated as part of the proxy solicitation material or as having
been incorporated herein by reference.
A copy of the Company's Form 10-KSB for the fiscal year ended March 31,
2000, as filed with the SEC, will be furnished without charge to stockholders
of record as of May 31, 2000 upon written request to Larry K. Moxley,
Corporate Secretary, FirstBank NW Corp., 920 Main Street, Lewiston, Idaho
83501.
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STOCKHOLDER PROPOSALS
------------------------------------------------------------------------------
Proposals of stockholders intended to be presented at the Company's
Annual Meeting expected to be held in July 2001 must be received by the
Company no later than February 15, 2001 to be considered for inclusion in the
proxy materials and form of proxy relating to such meeting. Any such
proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
The Company's Articles of Incorporation provides that in order for a
stockholder to make nominations for the election of directors or proposals for
business to be brought before the Annual Meeting, a stockholder must deliver
notice in writing of such nominations and/or proposals to the Secretary not
less than 30 nor more than 60 days prior to the date of the Annual Meeting;
provided that if less than 31 days' notice of the Annual Meeting is given to
stockholders, such notice must be delivered not later than the close of the
tenth day following the day on which notice of the Annual Meeting was mailed
to stockholders. As specified in the Articles of Incorporation, the notice
with respect to
8
<PAGE>
nominations for election of directors must set forth certain information
regarding each nominee for election as a director, including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director, if elected, and certain information regarding the
stockholder giving such notice. The notice with respect to business proposals
to be brought before the Annual Meeting must state the stockholder's name,
address and number of shares of Common Stock held, and briefly discuss the
business to be brought before the Annual Meeting, the reasons for conducting
such business at the Annual Meeting and any interest of the stockholder in the
proposal.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Larry K. Moxley
LARRY K. MOXLEY
Secretary
Lewiston, Idaho
June 13, 2000
9
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REVOCABLE PROXY
FIRSTBANK NW CORP.
ANNUAL MEETING OF STOCKHOLDERS
July 19, 2000
The undersigned hereby appoints the entire Board of Directors of FirstBank
NW Corp. (the "Company") with full powers of substitution to act as attorneys
and proxies for the undersigned, to vote all shares of Common Stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at the Quality Inn, 700 Port Drive, Clarkston,
Washington, on Wednesday, July 19, 2000, at 2:00 p.m., local time, and at any
and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
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1. The election as directors of the nominees [ ] [ ]
listed below (except as marked to the
contrary below).
W. Dean Jurgens
Clyde E. Conklin
Steve R. Cox
INSTRUCTIONS: To withhold your vote
for any individual nominee, write the
nominee's name on the line below.
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FOR AGAINST ABSTAIN
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2 The approval of the appointment of BDO [ ] [ ] [ ]
Seidman, LLP as independent auditors
for the fiscal year ending March 31, 2001.
3. In their discretion, upon such other matters
as may properly come before the meeting.
The Board of Directors recommends a vote "FOR" the listed propositions.
This proxy will be voted as directed, but if no instructions are specified
this proxy will be voted for the propositions stated. If any other business
is presented at the Annual Meeting, this proxy will be voted by the Board of
Directors in its best judgment. At the present time, the Board of Directors
knows of no other business to be presented at the Annual Meeting. This proxy
also confers discretionary authority on the Board of Directors to vote with
respect to the election of any person as director where the nominees are
unable to serve or for good cause will not serve and matters incident to the
conduct of the Annual Meeting.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of the Notice of Annual Meeting of Stockholders, a
Proxy Statement dated June 13, 2000 and the 2000 Annual Report to
Stockholders.
Dated: , 2000
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the enclosed card. When signing
as attorney, executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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